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07/03/2025
YFH announces the board resolution of YCB approving disposition of all outstanding common stock of Yuanta Savings Bank (Korea)
     
  1. Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.): Yuanta Savings Bank (Korea)'s common stock
  2. Date of occurrence of the event: 2025/07/03
  3. Date of the board of directors resolution: 2025/07/03
  4. Other approval date: N/A
  5. Amount, unit price, and total monetary amount of the transaction:
    Number of shares: 13,516,024 shares
    Unit price: about KRW 11,990.73
    Total amount: KRW 162.067 billion, equivalent to approximately NTD 3.54 billion
  6. Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):
    Trading counterparty: Yuanta FHC
    Relationship with the Company: YCB's related party
  7. Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer:
    Reason for choosing the related party: Group organizational restructuring
    Previous owner: AON Holdings LLC
    Relationship with the Company: N/A
    Previous date of transfer: 2016/4/25
    Monetary amount of transfer: KRW 143.354 billion
  8. Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: N/A
  9. Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor¡¦s rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party): N/A
  10. Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): N/A
  11. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: Per terms and conditions of Share Purchase Agreement
  12. The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:
    1. Equity valuation report issued by independent external expert and CPA's fairness opinion as reference basis for the decision on price
    2. YCB board of directors as decision-making unit
  13. Net worth per share of the Company's underlying securities acquired or disposed of: NTD 244.92
  14. Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment:
    Cumulative no. of shares: 0 shares
    Total amount: 0
    Shareholding percentage: 0%
    Restriction of rights: N/A
  15. Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:
    Ratio of securities investment to total assets: 103.87% Ratio of securities investment to equity attributable to owners of the parent: 120.55%
    Working capital: N/A
  16. Broker and broker's fee: N/A
  17. Concrete purpose or use of the acquisition or disposal: Group organizational restructuring
  18. Any dissenting opinions of directors to the present transaction: N/A
  19. Whether the counterparty of the current transaction is a related party: YES
  20. Date of ratification by supervisors or approval by the Audit Committee: 2025/07/03
  21. Whether the CPA issued an unreasonable opinion regarding the current transaction: NO
  22. Name of the CPA firm: Qin-Mei Co.,CPAs
  23. Name of the CPA: Chih Chieh Chung
  24. Practice certificate number of the CPA: FSC Certificate No.7320
  25. Whether the transaction involved in change of business model: NO
  26. Details on change of business model: N/A
  27. Details on transactions with the counterparty for the past year and the expected coming year: N/A
  28. Source of funds: N/A
  29. Date on which material information regarding the same event has been previously released: N/A
  30. Any other matters that need to be specified:
    1. The disposition is subject to approvals of the competent authorities of Taiwan and Korea.
    2. On 2016/4/25, YFH announced, on behalf of Yuanta Bank, that Yuanta Bank had acquired Yuanta Savings Bank (Korea) for KRW 143.426 billion. Later, previous owner AON compensated Yuanta Bank KRW 72 million according to the relevant contract, reducing YCB¡¦s acquisition cost to KRW 143.354 billion.
    3. The exchange rate of KRW to NTD used herein is 0.021848.